Current Report Filing (8-k)
April 01 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 27, 2020
Benefytt
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35811
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46-1282634
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3450
Buschwood Park Dr. Suite 201
Tampa,
FL 33618
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33618
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (813) 397-1187
Not Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Class
A Common Stock, $0.001 par value
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BFYT
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Benefytt
Technologies, Inc. (the “Company”) previously disclosed that on February
12, 2020, the holders of the Company’s Class B common stock (the “Class B
Holders”) notified the Company that the Class B Holders were electing to exchange
all remaining shares of Class B common stock held by them, together with an equal number
of Series B Membership Interests in Health Plan Intermediaries Holdings, LLC (“HPIH”),
for an aggregate amount of 1,016,667 shares of the Company’s Class A common stock
(the “Final Class B Exchange”) pursuant to the Exchange Agreement, dated
February 13, 2013, among the Company, HPIH, and the Class B Holders (the “Exchange
Agreement”). Under the terms of the Exchange Agreement, the closing of the Final
Class B Exchange was originally scheduled to occur on April 7, 2020.
On
March 23, 2020, the Company received a letter from the Class B Holders revoking their election to effect the Final Class B Exchange,
and on March 27, 2020, the Company accepted such revocation by written notice to the Class B Holders. Accordingly, the
exchange notice delivered by the Class B Holders on February 12, 2020 is deemed to be null and void.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BENEFYTT TECHNOLOGIES, INC.
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By:
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/s/
Erik Helding
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Name:
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Erik
Helding
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Title:
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Chief
Financial Officer, Secretary and Treasurer
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Date:April
1, 2020
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